Maxima Legal partners, Maxim Avrashkov and Valdimir Kilinkarov, returned from their business trip to the world biggest real estate market - MIPIM 2014.

Intensive four-day work resulted in a number of arrangements on the development of partnership relations with major Russian and world companies.

As part of business program of the fair on 12 March at the Saint Petersburg stand Maxima Legal held a discussion: PPP Is a Viable Territory Development Mechanism.  Expert discussion centred on the adoption of the uniform federal PPP law and applicability of practice for the implementation of big municipal social infrastructure projects, in particular, building of medical institutions of various profiles in Saint Petersburg.

Vladimir Kilinkarov acted as an expert at other event of the stand business program Integrated Urban Development: Emphasis on the Quality of Life.  The discussion touched upon tools to increase in economic viability of integrated urban development projects for the investors and elaboration of legal mechanism for buy-out of social infrastructure facilities.

The head of real estate and construction practice, Evgeny Druzhinin, took part in the annual Construction Forum held by publishing house Kommersant.

The  Saint Petersburg Property Fund housed the forum titled ACTUAL ISSUES OF CONSTRUCTION INDUSTRY. PROFESSIONAL VIEW held on 27 March 2014.

Among the speakers at the event one may note the heads of the Investments Committee of the Government of Saint Petersburg, Committee for State Control, Utilization and Protection of Historical and Cultural Landmarks, Non-Commercial Partnership Association of Builders of Saint Petersburg, the Russian Guild of Managers and Developers, senior officers of the leading building and developing companies of the city.  
Expert discussion centred on the increase in the investment prospects of the region, looking for the agreeable ways to develop city territories and analysis of the recent trends in the commercial and industrial real estate.  A lot of attention was paid to summarizing of the results of the participation of Russian delegation in the world biggest investment fairy MIPIM 2014.  

In his speech Evdeny Druzhinin highlighted those legal aspects that the developers involved in construction of social infrastructure facilities face in course of their implementation of integrated urban development projects.

"The today's discussion demonstrated the absence of clear understanding of the scope of functions and obligations of public institutions and the same of private developers upon the implementation of IUD projects.  Evidently, the representatives of developers, town-planning and project organizations and state authorities remain at odds over the question whether a developer should assume town-planning functions and be responsible for the allocation of infrastructure facilities or those functions and responsibilities fall within the competence of state authorities.

The problem involves applicable town-planning laws which, in fact, take as a premise that a developer should not perform functions of a town-planner. Laws just have no models permitting a developer to assume such responsibilities in full.  Even when a socially conscious developer is ready to assume such responsibilities he faces a number of various legal and tax problems. Unfortunately, this problem can be solved at the level of Saint Petersburg only", Evgeny concludes.

The Federal Law dated March 14, 2009 No. 31-FZ “On state registration of rights for aircrafts and transactions therewith" introduces a uniform federal system of state registration of rights for aircraft and transactions therewith, establishes a procedure of such state registration and peculiarities of state registration of separate types of rights for aircrafts.

We remind that in accordance with Article 130 of the Civil Code of RF aircrafts subject to state registration shall be referred to immovable assets and, therefore, rights to such aircrafts shall be transferred as of the moment of such state registration.

From September 14, 2009 rights to aircrafts as well as transactions with aircrafts shall be subject to state registration if state registration of such transactions is provided for by the Civil Code of RF.

The rights to aircrafts and transactions therewith shall be subject to state registration in the Uniform state register of rights to aircrafts which is a federal information system and is run by a body of state registration of rights to aircrafts.

This procedure concerns civil aircrafts which are subject to state registration in accordance with the Air Code of RF as well as state aircrafts which are used for commercial purposes in the manner established by the Government of the Russian Federation.

The rights to aircrafts originated prior to the date when this Law entered into force and transactions therewith effected prior to this moment shall be acknowledged legally valid provided that there is no state registration introduced by this Law.

State registration of such rights shall be made if desired by holders of such rights

This Treaty is aimed at further harmonization of national laws of member countries as regards administration procedures related to registration of trademarks and licenses.

The Treaty's objective is to strive for equality of rights of Russian applicants abroad and foreign applicants in Russia.

The Treaty as well as the Instructions hereto include a detailed procedure of composing and filing applications for registration of trademarks and licenses issued, amendments to applications and other documents.

Ratification of the Singapore Treaty leads to necessity of making a significant number of amendments to Part 4 of the Civil Code of RF and relevant regulatory acts of Rospatent (Russian Patent Office). Particularly, it is necessary to increase a period of grace for revival of a missed period from 2 months to 6 months set for filing an appeal to the Chamber of Patent Disputes.
It is necessary to extend a number of persons having right to act as a representative of foreign applicants and holders of rights. At present such representatives shall be limited to patent attorneys.

In order to reserve registration of a trademark the Treaty allows presenting different documents confirming use of a mark by a licensee if there is no license registration available.

At present in the Russian Federation if there is no state registration of a license agreement, it shall mean it is invalid, therefore, a licensee's actions cannot be considered as a proper use of a trademark in this case.

The Singapore Treaty also establishes that when filing an application for registration of a license, negotiating parties cannot demand that an applicant should present a certificate of a trademark registration which is the subject of a license, a license agreement itself or its translation as well as information on commercial terms and conditions of a contract.
In accordance with the Instructions to the Singapore Treaty in this case a relevant authority may demand only an extract from a license agreement determining parties and rights granted, notarized or certified by any other competent body or an uncertified application for a license according to a form attached to the Instructions.

Besides, the Treaty provides for necessity of use electronic technologies while in Russian it is allowed that applications be filed on paper or by fax.

At this moment it is not clear how the provisions of the Singapore Treaty shall be applied prior to relevant amendments to the Russian law are made. In accordance with the general principle set in Part 4 of Article 15 of the Constitution of RF prior to relevant amendments are made and contradictions are eliminated, an international agreement should be applied.

The Federal Law “On Joint Stock Companies” has been provided with amendments which expressly allow conclusion of shareholders' agreements.

The Federal Law dated June 03, 2009 No. 115-FZ "On amendments to the Federal Law "On Joint Stock Companies" and Article 30 of the Federal Law "On securities market" introduced into the corporate law of Russia an institute of shareholders' agreements well-spread in the whole world.

A shareholders' agreement shall in this case mean an agreement for exercising the rights certified by shares and (or) on peculiarities of exercising rights to shares.

According to a shareholders' agreement its parties shall be obliged to exercise in a certain manner rights certified by shares and (or) rights to shares and (or) to abstain from exercising the said rights. A shareholders' agreement may provide for an obligation of its parties to vote in a certain manner at the general meeting of shareholders, to agree voting variants with other shareholders, to purchase or to transfer shares at a pre-determined price and (or) in case of certain circumstances to abstain from transfer of shares before certain circumstances occur as well as to take well-coordinated other actions related to a company’s management, activities, reorganization and liquidation of a company.

There is express prohibition to make shareholders “report” to management bodies.

The institute of a shareholders’ agreement has been formed rather mild:

• violation of a shareholders' agreement may not be considered as a ground for acknowledgement of company bodies’ decisions invalid;
• a contract concluded by a party to a shareholders' agreement in violation of a shareholders’ agreement may be acknowledged by the court invalid based on an action of the interested party to a shareholders’ agreement only in cases that it is proved that other party thereto was aware or should have been aware in advance of restrictions as provided for by a shareholders' agreement.

A shareholders’ agreement may be concluded for a definite period but may not be concluded in regard of part of shares owned by the party hereto. A shareholders' agreement shall not be mandatory for a purchaser of shares (it is mandatory only for its parties).

A party which in accordance with a shareholders' agreement has obtained a right to determine the procedure of voting at the general shareholders' meeting on shares of the company whose securities issue was accompanied by registration of prospectus of this issue shall be obliged to notify a company of such purchase in case that as a result of such acquisition this party whether independently or jointly with its affiliated entity or entities, whether directly or indirectly obtains a possibility to dispose of more than 5, 10, 15, 20, 25, 30, 50 or 75% of votes on the distributed company ordinary shares. Information from such notifications shall be reported to shareholders.

At the same time the Law on securities market has been provided with amendments concerning disclosure of information on shareholders' agreements.

It should be noted that before an institute of agreements on exercise of shareholders' rights resembling the current institute of shareholders' agreements but regulated in a somewhat more laconic way was introduced to the Federal Law “On limited liability companies". See more information (reference).